Bite At The Moon
by Sariniste
Summary: In the years after the great war, a young healer and her neighbors huddle in corners of the ruined skyscrapers of a once-bustling city, dutifully obeying a strict religion that declares technology evil. But what will happen when Orihime encounters a rebel who dares to threaten the King himself? Post-apocalyptic AU. UlquiHime.
1. Chapter 1

**Bite At The Moon – Chap. 1**

**A/N:** This is my second UlquiHime fanfic (the other one is _Days of Las Noches_).

7/2/13: I have now written the outline for this story, and it will be UlquiHime all the way to showcase my love for this pairing. Yay! ;) Aizen, Ichigo, Rukia, many of the Soul Reapers and Arrancar will appear as supporting characters; however, there will be no Orihime pairings or love interests other than with Ulquiorra in this AU. Also, please note that I intend to keep everyone in character in this fic, especially Aizen (e.g., he will not be a rapist, child molester, or boring stereotypical villain). If I get anything wrong, feel free to let me know!

(Originally posted 6/30/2013.)

XxXxXxX

"His fever is broken, thanks be to the King." The gaunt woman drew back from the bed in the small, close room, where a redheaded toddler lay drenched in sweat. A single candle guttered on the dresser, throwing flickering shadows over the bare walls and boarded up window. The irregular shadow of a ceiling fixture wavered, grew and shrank over the rough plywood. The woman let out a long sigh and brushed a strand of gray hair off her forehead before squatting back on her heels and glancing up at the young, auburn-haired woman sitting on the other side of the bed. "We can't thank you enough, Healer, for all you've done for us." She clasped her hands together and brought them to her forehead in a gesture of deep respect. The young woman returned a gentle smile, eyes flickering to the boy.

"I'm glad I was able to find the proper medicine for your son," she said quietly. "He should sleep peacefully now and recover fully." She started to pack up her bottles of herbs and medicines and replace them in her satchel. Then she got to her feet with a soft sigh, placed her hands on her back and stretched wearily. It had been a long day and night.

"Miss Inoue, surely you will spend the night here," the woman said, her face wrinkling in concern as Orihime reached for her shawl and picked up her bag.

Orihime shook her head. "My neighbor is due to give birth to her first any moment now. I can't risk being away another night."

The man at the door frowned. "It's not safe to be down at street level in this area after dark. The Captain-Commander's forces don't patrol here, and we've heard reports of increased attacks these past weeks."

Orihime smiled brightly. "Don't worry!" she assured them. "I've often crossed from building to building at night. With my healer's badge, even those who don't follow the King's law know to let me pass."

The man still looked concerned. "At least let me escort you home, Miss Inoue." The gray-haired woman looked up, a hint of fear in her eyes, but said nothing.

The healer shook her head again. "That's not necessary," she said briskly. "It wouldn't be safe for you." She placed the last bottle back in her canvas bag with a soft clink and pulled the zipper shut, slinging the bag over her shoulder as she stood up. "I'll leave this tincture with you." She indicated a small bottle on the dresser. "Give him water if he asks for it—make sure it's clean," she cautioned. "Four drops in clean water every two hours until his fever is back to normal, but no solid food tomorrow, okay?" She met the woman's eyes. "Send a runner to get me if the fever spikes again."

"Yes, of course, Miss Inoue."

The man pushed himself off the wall where he had been leaning. "If you're set on going home by yourself, I'll at least take you to the door of our building."

Orihime looked up at him and nodded. "Thank you. I would appreciate that."

They went out into the main room of the small apartment, where two shabby couches piled high with dirty rags and metal odds and ends were pushed up against several more boarded up windows. The heavy steel door, its dull brown paint flaking, had been reinforced with multiple deadbolts. The man checked the peephole before he opened the door, then stepped out himself first, one hand on the gun in a holster at his belt.

This building was well to do, Orihime noted as they passed through the long hallway. A dim light flickered halfway down the corridor, indicating that electricity still flowed to the building. That was rare in this part of town. The man even had a flashlight, which he switched on to light their way down the ten flights of stairs to street level.

There were three men standing guard in the lobby, one of them sitting behind a submachine gun pointed at the doors of the building. They looked up, eyes watchful and alert, as Orihime and the man exited the stairway door. They relaxed at the sight of her companion.

"Jinta doing okay, Tessai?" one asked.

The tall man broke out in a grin. "Yes, thank the King and Miss Inoue here."

The others all smiled. One, a dark-skinned man in a black jacket, caught Orihime's eye. "Be careful out there, ma'am."

"I know." Orihime's smile was bright and reassuring. "I've done this before, you know!"

XxXxXxX

The night air was cool and pleasant as Orihime hurried along the dark streets beneath the looming buildings on either side. Her florescent orange badge hung on a string around her neck, and she held her flashlight in her hand, ready to turn it on and shine it on the badge if there was any problem. But she usually found it was best to hug the shadows and walk quietly, preferring not to be seen by any nighttime prowlers. She knew the way like the back of her hand. Her own building was less than ten minutes away, and the darkness was her friend as her soft shoes made no sound on the cracked pavement. She walked fast, close to the walls in case someone was watching from one of the black, gaping windows overlooking the street, her shawl covering her bright auburn hair.

The city was absolutely silent, as usual. When she was very young, her grandma had told her stories of the old days, of the sounds of the city, the honking vehicles and the crowds of people who all carried music in their pockets. But now music boxes were rare and only the Captain-Commander possessed vehicles that could move under their own power.

Her grandma was dead now, of the red plague which had passed through Karakura Town five years ago, taking not only the elderly woman who had once been so vigorous, but also Orihime's older brother Sora, who had taken care of her after their parents had been killed in a neighborhood skirmish.

Since then she had been responsible for herself. She had been apprenticed to her grandma, who had also been a healer, and fortunately she had an excellent memory and clear sight. She had inherited her grandmother's trove of medicines and old books, and since she had been taught to read at an early age, she could read the arcane formulas in the books, recipes filled with words for things which no longer existed, and could decipher the ancient text on the small plastic bottles, the precious medicines from an earlier age of plenty. She lived alone in her grandmother's old apartment on the 17th floor of their building, and everyone there looked out for her. She smiled to herself in the dark. She had a good community. They all helped each other, and she was glad when she could use what she knew of the ancient knowledge that was still allowed under the King's edicts.

Suddenly, there was a commotion in the street ahead of her: an odd, arrhythmic thumping and the flickering, batlike movement of large, dark figures against the gleaming stone of one of the old edifices. Quietly, she shrank back behind some bushes growing out of the rubble beneath an overhanging balcony and pressed herself up against the wall. It was always best not to be seen.

Peering out from behind sheltering leaves, she tried to resolve the figures in the street. There were about seven of them, all wearing close-fitting black outfits. She kept her breathing quiet. They would most likely pass on, on their way to whatever business—or criminal activity—they were up to. She only hoped they hadn't seen her. While it was true that her healer's badge gave her some immunity, some of the outlaws who roamed the ruined streets at night could be unpredictable.

One of them loped closer to her hiding place. In the dim light, she could see that half of his face was covered by what appeared to be a bone mask. She stifled her involuntary intake of breath.

They were Arrancar.

Not just ordinary outlaws or gang members, but humans who had augmented themselves illegally with tech forbidden by the King and his priests. She pressed her fingers to her mouth in terror. She needed to report this! The Arrancar sought to break down the boundaries between human and demon. They were dangerous, and if half the stories told about them were true, their evil could destroy her world. If they were invading the city, the Captain-Commander needed to know.

Her eyes widened in horror as one of the Arrancar leaped up onto a wall, where his hands and feet clung, fastened to the sheer vertical surface like some kind of oversized insect. Orihime's eyes widened in shock at this clear evidence of illegal augmentation, something she had never seen before. He leaped upward again, seeking a higher vantage point, clinging to the bare granite of the building thirty feet up. From there, his head slowly turned back and forth.

Orihime shivered. These men were worse than the usual run of criminals, who at least usually still followed most of the King's tenets. The Arrancar were heretics, outcasts, breaking the most sacred taboos of the King's religion. It was forbidden to use any of the extreme technology that had caused the great wars that had destroyed civilization. The list of allowed tech was detailed in thick books kept at the Captain-Commander's palace, and his council of priests, known as the Central 46, ruled on all violations.

The punishment for using illegal technology was death. If any of the Captain-Commander's patrols found these Arrancar, they would be shot on sight. They would not take kindly to a healer who was licensed by the King knowing of their existence or location. Her badge would mean nothing to the Arrancar.

Orihime tried to hold as still as possible. She had heard that some of the illegal augmentations could allow people to see in the dark, to hear the tiniest motion, or perhaps even the blood rushing in one's veins. If so, she was lost.

One of the men slowly turned his masked face in her direction.

XxXxXxX

**A/N:** Reviews are very much appreciated! Thanks!


	2. Chapter 2

**Bite At the Moon – Chap. 2**

**A/N:** Thanks to everyone for your helpful comments! I've changed a few things in chapter 1 in response.

This story is now completely outlined, and will focus on the relationship between Ulquiorra and Orihime in this setting. I hope you enjoy this chapter.

(Originally posted 7/28/2013.)

XxXxXxX

The figures crouched, menacing, in the dark street. Orihime held her breath as one approached her hiding place. Then a shadow came, blacker than the night, wings fluttering like a colossal bat gliding over her, extinguishing the stars. Orihime cowered under the bush as the being landed gracefully before her; she looked up, terrified. Before her stood a creature such as she had never seen before: a man, tall and slender, with elfin features and a melancholy twist of mouth, his pale skin a shocking contrast with shaggy black hair. Her gaze was drawn first to his eyes: huge and brilliant green, almost like a cat's. Then, like a blow to the stomach, she realized the darker shadows hanging over him were two vast and overarching jointed wings soaring from his shoulders. This man had taken augmentation well beyond the wildest stories she had heard.

Underneath the bush, she found herself almost reaching out a hand toward the apparition. She should be feeling horror, disgust, terror. But instead, something stirred deep within her. The man was beautiful. His wings were a song, a promise of what humans could be.

Orihime shook her head violently. How could she think such blasphemous thoughts? This was so far outside everything she had known, everything she had been taught. Everything she recited every week in catechism, when her building captain gathered them all together to recite the fundamental laws of their religion. She could still smell the acrid odor of the generators in the basement, as they gathered together in the dim, low-ceilinged room, the smell of unwashed bodies overlaying the fumes.

The captain stood at one end of the long room, reading the well-worn chant from a small book, his hooked nose bobbing with the words.

"Your body is a sacred temple bequeathed to you by his Majesty the King. By virtue of his holy Asauchi is life vested within you."

The crowd murmured, "Let us give thanks to the King for our life."

"It is the King's decree that you shall never defile the purity of your bodies that are his gift."

Orihime's lips moved along with everyone else's. "We swear to never defile our bodies."

"In the name of the King, let us give thanks for his wisdom."

"It is right to give him thanks and praise."

In the cool night air, alone under the brilliant starshine, facing a creature of blasphemy, she hunched her shoulders and tried to make herself smaller in her hiding place, even though she knew it was in vain.

The figure spoke in an impossibly melodious but uninflected voice. "Woman, cease your pathetic attempts at concealment. Come forth and face me properly."

Slowly, Orihime moved out of the shadows to stand before him. There was a hissing from behind him, as one of the black-clad figures spat, "A healer!"

The man's inhumanly beautiful eyes narrowed. He stepped forward, lifted the bright neon badge from her chest. She shivered as his fingers brushed her. With a quick twist of his wrist, the cord holding it around her neck broke and he held it up, scanning it with his green gaze.

"What is one of the King's healers doing out alone and unguarded on the city streets at night?" he asked in an expressionless voice.

Orihime lifted her chin. "There was a sick child. I was needed."

"Have you humans degenerated so much so that you send unprotected young girls to risk their lives on the streets?"

She glared. "Normally, I'm in no danger. Most decent human beings see the badge and respect it."

"Hah!" From behind him, the other speaker emerged into view. He was a tall, muscular man with no visible augmentation, but his hair was an unlikely shade of blue, bright even in the moonlight. "But we're no 'decent human beings.'" His face split in a maniacal grin. He turned to the winged man, shifting position with the grace of a panther, his black, skin-tight suit showing well-defined muscles along every limb. "Let's kill her and be done with it. If I recall correctly, your orders stated very clearly, 'Kill anyone who interferes with your mission.'"

"No." The first man's voice was flat and final. "I make those decisions, Grimmjow. Know your place."

The blue-haired man scowled. "When I tell Lord Aizen how you wasted time dallying with a female instead of completing your assigned mission—"

"Silence." The command was toneless but the second man's mouth snapped shut as though it had been slammed. "Woman, you are to prove your usefulness to us. Are you familiar with the location of the building known as the Kurosaki Clinic?"

Orihime glared at him more fiercely. "I will never be useful to you." She closed her mouth firmly and crossed her arms over her chest.

"See?" mumbled the blue-haired man, his face twisting as though it was hard to get the words out. "She's worthless. We don't have time to take her with us or torture her for information. Just kill her."

"You might as well kill me," Orihime announced as her heart hammered against her crossed arms. "I will never tell you anything."

The first man held up a pale, black-nailed hand in the direction of the other, and Grimmjow gasped and staggered backwards as though he had been shoved by a great force.

She stared at the two in disbelief, but stood her ground.

Approaching Orihime, the leader captured her eyes with his own and said, "You misunderstand. This is not a negotiation." He gestured with the badge he still held in his hand. "This states that you are a resident of building 15, not too far from here." He stepped closer, and she inhaled sharply and took a hesitant step backwards. "You have heard of the Arrancar, no doubt? Then you know that we have powers far beyond your own. We are not here to destroy your city, though we most certainly have the ability to do so."

Her eyes widened and she took another step backwards, bumping into the concrete wall behind her. He continued, "Know then, that if I but give the word, with one blast of destruction, your entire building will cease to exist."

Orihime found her voice. "No! Hundreds of innocent people live there!"

"Then for you the choice should be clear. You hold in your hands the rope to the guillotine above your friends' necks. Understand, woman?" The man's face was completely neutral even as he threatened the destruction of all she held dear. He was truly a demon, just as the stories told. Someone who had been changed so far from his humanity that he had become soulless, no longer a living soul connected to the universe, but a machine, a being of unspeakable evil beneath that elegant exterior.

She breathed rapidly and shallowly, her eyes wide with horror. She was not afraid to die, but the thought that all her friends and neighbors were at risk, her best friend Tatsuki across the hall, the old lady who baked bread for their entire floor whenever she got the ingredients, the fierce Kenpachi and his newborn baby girl… for all of them to be snuffed out in an instant by this demon… It was unthinkable.

She caught her breath. "The Kurosaki Clinic is five blocks down that way." She gestured with her head. "But there is nothing there for you anymore. They've all left, and shut it down behind them." She took a defiant step forward. "There's no one there for you to hurt or kill."

"That is of no matter." The fingers of his right hand closed upon her arm. His touch was cool and surprisingly gentle, but she could feel the unyielding strength in his wiry fingers. "You will come with us and show us the way." It was not a question.

"Aw, come on, Ulquiorra!" muttered Grimmjow, but at a glance from his leader, he fell back, one hand on a weapon, guarding their flank as the group moved forward as a unit. She saw how they moved with military precision, like one of the Captain-Commander's own strike teams, and she filed away the information in the unlikely event she ever got free and could warn her people.

The man—or creature— was so close she could feel his warmth against her own body as they walked silently through the streets. Did soulless beings still retain warmth? Was there any humanity left in him? "What do you want with the Kurosaki Clinic? What is in an empty building that could possibly be of use to you?"

He slanted a dispassionate look at her. "Do not ask any questions. Do not say anything. You are to obey orders, or know the consequences."

Quailing under the weight of that cool, green-eyed stare, she shrank within herself and continued to allow him to lead her in silence. He strode rapidly and smoothly, effortlessly drawing her along with him. He moved with a curious gliding gait, his wings now so tightly folded she could no longer even see them, his black-clad legs setting a rapid pace. The others were silent shadows around them.

At a corner where two heaps of rubble lay to the left and right, Orihime pointed at the dark, gaping doorway that had once been the entrance to the thriving clinic. Ulquiorra nodded and gestured for his men to take up guard positions as he advanced, still holding her arm. By now her curiosity was almost overcoming her worry for her neighbors. What could the Arrancar possibly want in the clinic? There was nothing left. When the Kurosakis made their hasty departure, they had taken with them every last medication, ampoule, and device. When Orihime had last seen the clinic where so many lives had been saved, there was nothing but overturned beds and broken glass in room after room. Some of the bedding had been slashed and put to the torch, and great charred streaks marred the walls. She blinked back tears at the memory. She would not think about the goofy doctor who had poked kindly fun at her, nor his scowling orange-haired son, who had been her playmate when she was a tiny child.

They entered the battered and blackened entrance hall, their feet crunching on broken glass. Ulquiorra motioned for two of his men to guard their rear, and the rest of them walked forward in the pitch dark. Orihime gave a little squeal as the last of the moonlight from the street faded.

"I can't see a thing," she cried, waving her hand in front of her face. "What are you doing?"

The grip on her arm tightened. "We have the ability to see in the dark, unlike you useless humans," came the cool, uninflected answer. But shortly afterward, as they passed through a doorway into the inner reaches of the former hospital, a faint light gradually began to illuminate the scarred walls. Glancing fearfully at her companion, she saw that a pale blue panel had begun to glow at his waist.

Noticing her reaction, he explained, "You will be a poor guide if you cannot see. Now listen." He gave her arm a slight shake. "We are looking for a set of machines, most likely in the basement. Do you know how to get there?"

Orihime frowned. "Machines?" she repeated. "I'm sure there aren't any here. It's forbidden to use machinery in healing." Behind her, she heard Grimmjow's derisive snort.

Ulquiorra said, "Nevertheless, we need to access the basement."

Putting one finger to her mouth, Orihime tilted her head. "Umm," she mused, staring off into space, "I remember there was a sign on a door that said 'Unauthorized Access Prohibited.'"

"Yes," Ulquiorra nodded. "That sounds right. Take us there," he commanded.

The heavy metal door was now unmarked, but locked, and she felt a brief flare of satisfaction until he held a tiny device to the latch. It whirred and clicked, and then the door swung open. A set of steps yawned into the darkness below, along with a breath of chilly, acrid-smelling air.

They descended, and Orihime could not help noticing that the only footsteps she heard were her own, even as she tried to place her feet carefully on each metal tread. The others moved in preternatural silence, and she shivered. They were truly inhuman.

At the bottom, Ulquiorra touched the panel at his waist and it glowed more brightly. They were in a long, low-ceilinged room with rows and rows of file folders. The black-haired man strode forward with confidence. At the very end of the chamber were several desks, and behind them five black metal racks taller than Orihime herself. Multicolored wires ran from one metal box to another within the racks, and flat gray ribbons connected them. She didn't say anything, but her nostrils flared. Nobody had known this was down here. If they had, the Kurosakis would not have been allowed to run their clinic for as long as they had.

Ulquiorra knelt at the side of one of the racks, where a thick gray cord emerged and snaked into a black box that appeared to be mounted against the wall. He tugged it loose, and pulled a small metal cube from inside his tunic, connecting it to the gray cord while Orihime watched in fascination.

"I don't know why you bother." She jumped at the loud voice near her ear. Grimmjow was slouching against a wall. "They're sure to have wiped the drives."

Ulquiorra's voice was still expressionless, but Orihime almost fancied she heard a tinge of pride as he replied. "It is no matter. The information will have left traces, which I will find and deconstruct back home."

He busied himself at the racks, flipping a number of switches. To Orihime's surprise, the device began emitting a whooshing sound and several lights lit up all over it. Ulquiorra seated himself at one of the desks and began rapidly pushing buttons on a plastic rectangle in front of him. She could not tear her eyes away from his long, elegant fingers playing rapidly and confidently over the button-studded panel. He wasn't even watching his own fingers, she realized after a moment. Glowing letters had appeared on the vertical panel in front of him, and he was studying them carefully. She inched closer, noticing that some of them were words, but none of them made any sense. He slid a slim black device partway into a slot in one of the machines, and then pushed a few more buttons.

She waited, watching, her heart pounding, as he worked. Glancing around the room, she saw that all the others stood as still as statues. The one called Grimmjow was observing her with an insolent stare. She shivered and turned away, returning to watching Ulquiorra work. For a long while, the only sound in the musty, dim room was the quiet tapping of mechanical parts and the background hum. Orihime tried to breathe as shallowly as possible. She told herself she should not be interested in the machine, but her eyes kept straying to the glowing words appearing before Ulquiorra, casting a faint green reflection on his pale face.

Abruptly he stood, pushing back his chair. "That's it," he said. "We have what we need." The two small devices vanished into a hidden pocket in his tunic. "Let's go."

Orihime stepped back, brushing a hand across her hair. This was it, she thought. They had gotten what they needed, and now they would kill her. She firmed her lips. She had always known that death could come upon her at any moment; she had certainly seen it often enough. As a healer, her duty was to try to prevent it as much as possible. But in this case, all she would do was face it with dignity. And she would never give up, even at the end.

Her eyes met that brilliant green gaze without flinching. "Why don't you let me go?" she suggested. "I promise to say nothing. You hold the lives of my friends and neighbors in your hand as a surety that I will obey you."

Behind her, Grimmjow snorted again.

There was utterly no expression on Ulquiorra's face as he regarded her. Standing so close to him, looking at him head-on, she noticed that there were faint green traceries on his skin like emerald tearmarks under his eyes, and a curiously carved bit of what looked like white bone behind one of his ears. More augmentation, most likely. She could see the pulse at his throat, the white skin flickering as he gazed at her dispassionately. She could even scent him from this distance, a faint, not unpleasing odor unlike anything she had encountered before, dry, like certain of the musky herbs she collected, not the sweet-scented ones but the more powerful, potentially deadly plants.

The ones that could kill.

But they could also grant life, if guided by the right knowledge.

Ulquiorra raised a hand, brushed it over her neck like the touch of a petal. She felt a slight sting, and frowned. Then the room tilted, and all went dark.

XxXxXxX

**A/N:** Should I continue? Please let me know! Feedback, positive or negative, is always welcome.


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